Material Fact | Public share offering

PUBLICLY-LISTED CORPORATION
CNPJ/ME: 14.110.585/0001-07
NIRE: 35.300.616.316

Material Fact

Méliuz S.A. (B3: CASH3) (“Company” or “Méliuz”), in compliance with the provisions of the Brazilian Securities and Exchange Commission Resolution (Comissão de Valores Mobiliários) (“CVM”) No. 44, of August 23, 2021, as amended, in Article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, as amended (the “Corporate Law”), in CVM Resolution No. 160, of July 13, 2022, as amended (“CVM Resolution 160”), and, in continuity with the material fact disclosed on May 19, 2025, informs its shareholders and the market in general that it was filed, on this date, before the CVM, a request for registration of a public offering of primary distribution of, initially, 17,006,803 common shares, all nominative, in book-entry form and without nominal value, free and clear of any liens or encumbrances, issued by the Company (the “Shares”), to be held in the Federative Republic of Brazil (“Brazil”), in an non-organized over-the-counter market, pursuant to the regime of automatic registration of distribution, pursuant to article 26, item II, point (a) of CVM Resolution 160 exclusively for Professional Investors (as defined below), provided that the amount of Shares initially offered may be increased due to the possibility of placing the Additional Shares (as defined below) (the “Offering”), as well as the respective notice to the market was disclosed on this date, informing about the realization of the Offering, in the form of Article 57, paragraph 1 of CVM Resolution 160.

In addition, pursuant to Article 77 of the Corporate Law, warrants (bônus de subscrição) will be assigned, free of charge, as an additional advantage and delivered to the subscribers of the Shares, 50.680.267 divided into ten (10) series, and for each Share (including Additional Shares) subscribed to the Offering, warrants will be granted in the proportion defined for each of its series, according to the terms and conditions described in the table of item “VIII. Warrants” below, provided that the amount of warrants initially assigned and delivered may be increased, due to the possibility of placing Additional Shares (the “Warrants”).

Until the Approval of the New Authorized Capital Limit Approval (as defined below), the Warrants of one or more series may be represented by subscription receipts (recibos de subscrição) (the “Subscription Receipts”). If the New Authorized Capital Limit is not approved, subscription receipts will be automatically canceled.

On the settlement date, Professional Investors (as defined below), within the scope of the Professional Offering (as defined below), and Shareholders (as defined below), within the Priority Offering (as defined below), may receive subscription receipts representing the Warrants of certain series, as identified in item “VIII. Warrants” below. Subscription receipts will be replaced by Warrants within the term of three (3) Business Days of the approval date of the New Authorized Capital Limit (as defined below).

The subscription receipts will remain blocked for any type of transfer until the approval of the New Authorized Capital Limit (as defined below) and its replacement by Warrants as described in item “ II. Corporate Approvals ” below.

The actual definition of the series of Warrants that may be represented by subscription receipts depends on the total volume of the Offering, so that such information will be contained in the material fact that will de disclosed to inform the Price per Share (the “Material Fact of the Price per Share”).

The initial amount of the Offering is R$ 150,000,002,46, based on the closing price of the Company’s common shares issued in B3 S.A. – Brazil, Bolsa, Counter (B3”) on May 29, 2025, which was R$ 8.82. The amount of the initial amount of the mentioned Offering is merely indicative and does not consider the value of the Warrants to be assigned as an additional advantage to the Subscribers, and may vary more or less, according to the completion of the Bookbuilding Procedure (as defined below).

Pursuant to article 50, sole paragraph, of CVM Resolution 160, until the date of completion of the Bookbuilding Procedure (as defined below), including such date, the amount of Shares and, consequently, of the Warrants, initially offered, may, at the discretion of the Company, in mutual agreement with the Lead Coordinator, be increased to up to 200% of the total Shares initially offered, i.e. up to 34,013,606 common shares and 101.360.548 corresponding warrants, in the same proportion between series of the Warrants initially issued, to be issued by the Company under the same conditions and at the same price as the Shares and the Warrants initially offered, which will be intended to meet any excess of demand that will be verified at the time the Price per Share is fixed (as defined below) (the “Additional Shares”), such that the total amount of the Offering can reach R$ 450,000,007.38.

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São Bernardo do Campo, May 30, 2025

Marcio Loures Penna
Investor Relations and Corporate Governance Officer